SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 7, 1997
TRIO-TECH INTERNATIONAL
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
0-13914 95-2086631
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(Commission File Number) (I.R.S. Employer Identification No.)
355 PARKSIDE DRIVE, SAN FERNANDO, CALIFORNIA 91340
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(Address of Principal Executive Offices) (Zip Code)
(818) 365-9200
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Registrant's Telephone Number, Including Area Code
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The registrant has effected a three-for-two stock split (the "Stock Split")
of its Common Stock outstanding as of September 30, 1997 (the "Record Date"),
effective at the close of business on October 7, 1997. As a result, the number
of outstanding shares of Common Stock has been increased from approximately
1,291,550 to approximately 1,937,325 shares.
In connection with the Stock Split, the registrant amended its Articles of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 to 15,000,000 shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
3.1 Certificate of Amendment to Restated Articles of Incorporation of Trio-
Tech International, effecting the stock split reported
herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIO-TECH INTERNATIONAL
(Registrant)
Date: October 9, 1997 By: /s/ Dale Cheesman
Dale Cheesman,
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
TO
RESTATED
ARTICLES OF INCORPORATION
OF
TRIO-TECH INTERNATIONAL
A. Charles Wilson and Maria Chittim certify that:
1. They are the Chairman and the Assistant Secretary, respectively, of
Trio-Tech International, a California corporation (the "Corporation").
2. Article III of the Restated Articles of Incorporation of this
Corporation is hereby amended to read in its entirety as follows:
"The Corporation is authorized to issue only one class of shares
which shall be designated "Common Stock." The total number of
such shares which the Corporation is authorized to issue is
15,000,000. Upon this amendment of this Article III, each
outstanding share of Common Stock shall be converted into 1.5
shares of Common Stock. No fractional shares shall be issued to
shareholders in connection with this stock split, but instead
cash shall be distributed to each shareholder who would otherwise
have been entitled to receive a fractional share, the amount of
which shall be based upon the closing bid price of the Common
Stock as quoted on the Nasdaq Small Cap Market on the record date
for the stock split, after adjustment for the effect of this
stock split on the Common Stock on such date."
3. The foregoing amendment to the Corporation's Restated Articles of
Incorporation has been duly approved by the Board of Directors.
4. The foregoing amendment to the Corporation's Restated Articles of
Incorporation was one which may be adopted with approval by the Board of
Directors alone pursuant to Section 902(c) of the California Corporations Code.
The shares of Common Stock are the only shares of stock of the Company
outstanding.
5. We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Dated: September 30, 1997
/s/ A. Charles Wilson
A. Charles Wilson,
Chairman
/s/ Maria Chittim
Maria Chittim,
Assistant Secretary
EXHIBIT 3.1
